重大事件
即時報告
8-K
2026-07-08
Old Second Bancorp 披露董事 John Williams Jr. 因年齡政策辭職,董事會規模縮減
AI 繁中摘要
Old Second Bancorp Inc. 於2026年7月7日提交8-K表格,披露董事會成員變動。董事 John Williams, Jr. 根據公司董事辭職政策,於年滿73歲時正式辭去董事職務,即日生效。此辭職並非源於與公司有任何分歧,純粹基於年齡規定。Williams 自2021年起擔任董事,並曾在風險與保險委員會任職,公司對其貢獻表示感謝。
公司暫不計劃即時填補由此產生的空缺,而是將董事會規模縮減一人。經提名與企業管治委員會建議,董事會將維持各類別董事人數盡量均等。
此項人事變動不涉及財務影響,但反映公司嚴格的董事任期制度,對投資者而言屬常規治理更新,無重大風險信號。管理層重申前瞻性陳述存在不確定性,實際結果可能與預期有別,詳見公司2025年10-K年報及後續SEC文件。
展開英文正文
OLD SECOND BANCORP INC_July 7, 2026 OLD SECOND BANCORP INC0000357173false00003571732026-07-072026-07-07 I United States Securities And Exchange Commission Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2026 (Exact name of registrant as specified in its charter) Delaware 000-10537 36-3143493 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 37 South River Street Aurora, Illinois 60507 (Address of principal executive offices) (Zip code) (630) 892-0202 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock OSBC The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective July 7, 2026, John Williams, Jr., a member of the Board of Directors (the “Board”) of Old Second Bancorp, Inc. (the “Company”), resigned from the Board. Mr. Williams, Jr. submitted his resignation in accordance with the Company’s Director Resignation Policy, which requires that any person serving as a director submit his or her resignation as a director upon attaining the age of 73 during his or her tenure. As such, Mr. Williams, Jr.’s resignation is not the result of any disagreement with the Company. Mr. Williams, Jr. served on the Risk and Insurance Committee. He has been a valuable Board member since 2021, and the Company appreciates his contributions during his tenure. The Company does not anticipate immediately filling the vacancy on the Board caused by Mr. Williams, Jr.’s resignation and will reduce the size of the Board by one member. Following a recommendation from the Nominating and Corporate Governance Committee, the Board’s intent is to maintain the Board classes to be as nearly equal in number as possible. Cautionary Statement Regarding Forward Looking Statements Statements included in this current report which are not historical in nature are intended to be, and are hereby identified as, forward looking statements for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934. Forward looking statements generally include words such as “expects,” “anticipates,” “intends,” “estimates,” and other similar expressions. The Company cautions readers that forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, factors disclosed in the Company’s 2025 Annual Report on Form 10-K filed February 26, 2026 or in its subsequent filings with the U.S. Securities and Exchange Commission, any of which could cause actual results to differ materially from future results expressed or implied by such forward looking statements. Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OLD SECOND BANCORP, INC. Dated: July 8, 2026 By: /s/ Bradley S. Adams Bradley S. Adams Executive Vice President, Chief Operating Officer, and Chief Financial Officer